Paramount Gold Nevada Reports Material Agreement, New Debt, Equity Sales

TL;DR

**PZG just took on new debt and sold shares, watch for dilution and funding details.**

AI Summary

Paramount Gold Nevada Corp. (PZG) reported on December 27, 2023, that it entered into a material definitive agreement, created a direct financial obligation, and conducted unregistered sales of equity securities. This indicates the company is likely raising capital or restructuring its finances, which could dilute existing shareholders if new shares were issued, or provide necessary funding for operations and projects. Investors should understand the terms of these agreements to assess the potential impact on share value and future growth prospects.

Why It Matters

This filing signals significant financial activity, potentially impacting the company's capital structure and future funding, which directly affects shareholder value and operational stability.

Risk Assessment

Risk Level: medium — The entry into new financial obligations and unregistered equity sales introduces uncertainty regarding the terms and potential dilution for existing shareholders.

Analyst Insight

Investors should closely monitor subsequent filings (like 10-Q or 10-K) for specific details on the material agreement, the nature and size of the financial obligation, and the terms of the unregistered equity sales to assess potential dilution and the impact on the company's financial health.

Key Numbers

• December 27, 2023 — Date of Report (The earliest event reported in the 8-K filing.)
• $0.01 — Par Value per Share (The stated par value of Paramount Gold Nevada Corp.'s Common Stock.)

Key Players & Entities

• Paramount Gold Nevada Corp. (company) — the registrant filing the 8-K
• December 27, 2023 (date) — date of earliest event reported
• Nevada (company) — state of incorporation for Paramount Gold Nevada Corp.
• 001-36908 (company) — Commission File No. for Paramount Gold Nevada Corp.
• 98-0138393 (company) — IRS Employer Identification No. for Paramount Gold Nevada Corp.
• 665 Anderson Street Winnemucca, Nevada 89445 (company) — Address of principal executive offices for Paramount Gold Nevada Corp.
• (775) 625-3600 (company) — Registrant’s telephone number
• PZG (company) — Trading Symbol for Common Stock of Paramount Gold Nevada Corp.
• NYSE American LLC (company) — Exchange on which Common Stock of Paramount Gold Nevada Corp. is registered
• $0.01 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Paramount Gold Nevada Corp. will provide further details on the material definitive agreement and financial obligation in subsequent filings. (Paramount Gold Nevada Corp.) — high confidence, target: Q1 2024
• The unregistered sales of equity securities will lead to an increase in outstanding shares. (Paramount Gold Nevada Corp.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PZG NYSE American LLC In
• $15,000,0000 — t to the Debenture, Sprott has advanced $15,000,0000 to Paramount, which will be used to fun
• $11.25 million — ack 50% of the Royalty by paying either $11.25 million on the second (2 nd ) anniversary of th
• $12.375 million — d (2 nd ) anniversary of the Royalty or $12.375 million on the third (3 rd ) anniversary. The
• $60,000,000 — he "Third Party Consideration") exceeds $60,000,000 then Sprott shall have the right to buy

Filing Documents

• d692619d8k.htm (8-K) — 30KB
• d692619dex101.htm (EX-10.1) — 367KB
• d692619dex102.htm (EX-10.2) — 61KB
• 0001193125-24-000827.txt ( ) — 666KB
• pzg-20231227.xsd (EX-101.SCH) — 3KB
• pzg-20231227_lab.xml (EX-101.LAB) — 17KB
• pzg-20231227_pre.xml (EX-101.PRE) — 11KB
• d692619d8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Debenture Effective as of December 27, 2023, Paramount Gold Nevada Corp. ("Paramount", "we", or the "Company") and its wholly owned subsidiary Calico Resources USA Corp. ("Calico"), entered into a Secured Royalty Convertible Debenture (the "Debenture") in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for itself and certain affiliates (collectively, "Sprott"). Pursuant to the Debenture, Sprott has advanced $15,000,0000 to Paramount, which will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine in eastern Oregon, for general corporate purposes and for the repayment of the Company's outstanding debt, including its 2019 secured convertible notes and its bridge promissory note in favor of Seabridge Gold Inc. The Debenture will carry an interest rate of 10% per annum, which, at Paramount's discretion, will be payable in cash or shares of its common stock at a 7% discount to the 10-day VWAP from the scheduled date of payment of interest. The Debenture may be repaid in cash or through the issuance of the Royalty (defined below) at the earlier of the commencement of commercial production or five (5) years from the Debenture closing date. The Debenture is convertible into a gross revenue royalty (the "Royalty) of 4.75% of the gold and silver produced from the proposed Grassy Mountain Gold Mine proportionate to the final amount of the funds that have been advanced upon reaching commercial production. If a Royalty is issued, Paramount has the option to buy back 50% of the Royalty by paying either $11.25 million on the second (2 nd ) anniversary of the Royalty or $12.375 million on the third (3 rd ) anniversary. The Company's obligations under the Debenture are secured by a pledge of the assets of the Company and its subsidiaries, including without limitation by deeds of trust with respect to the Grassy Mountain project and the Company's Nevada prope

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Pursuant to the Debenture, the Company may at its option, pay the accrued and unpaid interest, or any portion thereof, through the issuance of shares of its common stock. Any such issuance shall be made in reliance upon the exemptions from the registration under Section 4(a)(2) of the Securities Act, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Secured Royalty Convertible Debenture, dated December 27, 2023, by the Company and Calico in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent.* 10.2 Mining ROFR Option to Purchase Agreement, dated December 27, 2023, by the Company and Calico in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The Company has omitted certain schedules and similar attachments to such agreements pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. PARAMOUNT GOLD NEVADA CORP. By: /s/ Carlo Buffone Name: Carlo Buffone Title: Chief Financial Officer Dated: January 3, 2024

View Full Filing

View this 8-K filing on SEC EDGAR